Press release
Seagate Announces Pricing of $1.3 Billion of Exchangeable Senior Unsecured Notes
FREMONT, Calif.--(BUSINESS WIRE)-- Seagate HDD Cayman (the “Company”), a subsidiary of Seagate Technology Holdings plc (NASDAQ: STX) (“Seagate”), announced
About this update from Seagate Technology Holdings Plc
[{"type":"text","content":" FREMONT, Calif.--(BUSINESS WIRE)--\nSeagate HDD Cayman (the “Company”), a subsidiary of Seagate Technology Holdings plc (NASDAQ: STX) (“Seagate”), announced that it priced its earlier announced offering of $1.3 billion aggregate principal amount of exchangeable senior notes due 2028 (the “Notes”). The 2028 Notes were priced at 100% of the aggregate principal amount and will bear interest at a rate of 3.50% per annum. In addition, the Company has granted the initial purchasers of the Notes an option to purchase up to an additional $200 million aggregate principal amount of Notes for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued, solely to cover over-allotments. The Notes will be guaranteed by Seagate and Seagate Technology Unlimited Company.\n\n\nThe Notes will be exchangeable at the option of the holders only under certain circumstances and solely into cash up to the aggregate principal amount of Notes to be exchanged, and cash, ordinary shares of Seagate, or a combination of both, at Seagate’s election, in respect of any remainder of the Company’s conversion obligation in excess of such principal amount. The initial exchange rate for the Notes is 12.1253 ordinary shares per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately $82.47 per share, which represents an exchange premium of approximately 30% to the last reported sale price of the ordinary shares on The Nasdaq Global Market on September 7, 2023).\n\n\nIn connection with the pricing of the Notes, the Company and Seagate entered into privately negotiated capped call transactions with one or more of the initial purchasers in the Note offering or their respective affiliates and/or other financial institutions (the “option counterparties”) having an expiration date that is the same as the maturity date of the Notes. The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of Seagate’s ordinary shares initially underlying the Notes and are expected generally to reduce the potential dilution to Seagate’s ordinary shares and/or offset any cash payments, in each case, that the Company is required to make upon exchange of the Notes in excess of the principal amount thereof in the event that the mark...